Carters, Inc. (NYSE:CRI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May22, 2017, Carters, Inc. (the Company) filed with the
Delaware Secretary of States Office an Amended and Restated
Certificate of Incorporation which effectuated an amendment
approved at the Companys Annual Meeting of Shareholders on May17,
2017 (the Annual Meeting) to declassify the Board of Directors
and to allow for the annual election of all directors beginning
at the next Annual Meeting of Shareholders. The Companys
shareholders also approved a related proposal to amend the
Companys By-laws to delete references to a classified Board
structure. Each proposal was disclosed in the Companys 2017 proxy
statement filed with the Securities and Exchange Commission. A
copy of the Amended and Restated Certificate of Incorporation is
attached hereto as Exhibit3.1 and incorporated herein by
reference, and a copy of the Amended and Restated By-laws is
attached hereto as Exhibit3.2 and incorporated herein by
reference. Results of the shareholder vote for each proposal are
more specifically described in Item5.07 below.

Set forth below are the final voting results for each of the
proposals submitted to a vote of shareholders at the Annual
Meeting.

1. Election of Directors

Each of Amy Woods Brinkley, Michael D. Casey, A. Bruce Cleverly,
and Jevin S. Eagle was elected as a ClassII Director. The voting
results were as follows:

2. Advisory Vote on Executive Compensation for Named
Executive Officers

The shareholders of the Company approved, on an advisory basis,
the 2016 compensation awarded to the Companys named executive
officers as disclosed in the Companys proxy statement filed in
connection with the Annual Meeting. The voting results were as
follows:

3. Advisory Vote on the Frequency of the say-on-pay
Vote

The shareholders of the Company recommended that the say-on-pay
vote be taken every year.The voting results were as follows:

4.Amendments to the Certificate of Incorporation and
By-laws to Declassify the Companys Board of Directors

The shareholders of the Company approved amendments to the
Companys Certificate of Incorporation and By-laws that serve to
declassify the Board of Directors and allow for the annual
election of all directors. The voting results were as follows:

5. Ratification of Appointment of Independent Registered
Public Accounting Firm

The shareholders of the Company ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for fiscal 2017.The voting results were as
follows:

Exhibits The following exhibits are filed as part of this Current
Report on Form 8-K.

About Carter’s, Inc. (NYSE:CRI)

Carter’s, Inc. (Carter’s) is a marketer of apparel for babies and young children in the United States and Canada. The Company owns two brand names in the children’s apparel industry, Carter’s and OshKosh B’gosh (OshKosh). The Company operates through five segments: Carter’s Retail, Carter’s Wholesale, OshKosh Retail, OshKosh Wholesale and International. Its International segment includes company-operated retail stores and online Websites, wholesale operations, and royalty income from its international licensees. It markets products for consumers, and offer various product categories, including baby, sleepwear, play clothes, and related accessories. Its multi-channel international business model – retail stores, online and wholesale – enables it to reach a range of consumers around the world. As of December 31, 2016, its channels included approximately 18,000 wholesale locations, 792 stores in the United States, 164 stores in Canada, and its Canadian and the United States Websites.

Carter’s, Inc. (NYSE:CRI) Recent Trading Information

Carter’s, Inc. (NYSE:CRI) closed its last trading session down -1.60 at 80.37 with 767,759 shares trading hands.